Third Party Purchaser Clause Samples
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Third Party Purchaser. This Sales Contract shall be deemed ineffective unless one of the following conditions is satisfied on or before the Closing: (1) Purchaser has entered into a purchase and sale agreement with a third- party purchaser unaffiliated with Purchaser whereby Purchaser is selling the Land and Project to such third-party purchaser concurrently with Purchaser's acquisition of the Land from Seller; (2) Purchaser has entered into such a third-party purchase and sale agreement but MOB has exercised its right of first opportunity under the partnership agreement of Purchaser and is purchasing the interest of Carlyle based on the purchase price established by such third party purchase and sale agreement; (3) Purchaser and Seller have agreed in writing as to the fair market value of the Project as of a date no earlier than sixty (60) days prior to the date of the closing of the acquisition pursuant to the Option. Purchaser and Seller agree to act reasonably in reaching the agreement described in clause (3) above. AS USED HEREIN, "THIRD-PARTY AGREEMENT" means a third-party agreement, as amended from time-to-time, as described in any of clauses (1) or (2) above and "GROSS CONSIDERATION" means the purchase price under the third-party agreement described in clause (1) and (2) above or the agreed-upon value of the Project pursuant to clause (3) above.
Third Party Purchaser. Seller has entered into a stock purchase agreement, as amended, in January 2004 (the “Third Party Agreement”) with an entity (the “Third Party”) relating to the sale of AIIHC and the Subsidiaries. Neither the Third Party Agreement nor any other agreement between Seller or any of its Affiliates and the Third Party or any of its affiliates prohibits Arch Parent or Seller from entering into this Agreement. The Third Party Agreement may be terminated by Seller at any time upon three (3) calendar days written notice from Seller to the Third Party.
Third Party Purchaser. The Lender shall have the unrestricted right at any time or from time to time, and without the Borrower’s consent, but with notice to Borrower, to sell, assign, endorse, or transfer all or any portion of its rights and obligations hereunder to one or more financial institutions approved by the Lender (each, an “Assignee”) and, the Borrower agrees upon notice that it shall execute, or cause to be executed such documents as long as said documents do not contain and/or effectuate any material changes to the Note, Loan Agreement and all related documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as the Lender shall reasonably deem necessary to effect the foregoing. In addition, at the request of the Lender and any such Assignee, the Borrower shall issue one or more new promissory notes, as applicable, as long as said documents do not contain and/or effectuate any material changes to the Note, Loan Agreement and all related documents, to any such Assignee and, if the Lender has retained any of its rights and obligations hereunder following such assignment, to the Lender, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the note held by the Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and the Lender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by the Lender in connection with such assignment, with copies of the foregoing to Borrower, and the payment by Assignee of the purchase price agreed to by the Lender and such Assignee, such Assignee shall be a party to this Agreement and shall have all of the rights and obligations of the Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by the Lender and assumed by Assignee pursuant to the assignment documentation between the Lender and Assignee, and the Lender shall be released from its obligations hereunder and thereunder to a corresponding extent.
Third Party Purchaser. Any Person who, immediately prior to the contemplated transaction is not a Permitted Transferee of any Person who directly or indirectly owns or has the right to acquire any Units (or applicable Unit Equivalents).
Third Party Purchaser. Each Investor shall have the unrestricted right at any time or from time to time, and without Borrower’s consent, to sell, assign, endorse, or transfer all or any portion of its rights and obligations hereunder to one or more entities (each, an “Assignee”) and, Borrower agrees that it shall execute, or cause to be executed such documents including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as the Investors or the Agent shall deem necessary to effect the foregoing. In addition, at the reasonable request of the Investors and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by an Investor in connection with such assignment, such Assignee shall be a party to this Agreement and shall have all of the rights and obligations of the assigning Investor hereunder (and under any and all other documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Investor pursuant to the assignment documentation between Investor and Assignee.
Third Party Purchaser. A third-party purchaser of the Shares from Investor will not be subject to any of the terms of this Agreement other than those imposed by the federal and state securities laws.
Third Party Purchaser. Section 5.03(g). Transferring Member: Section 5.03(a).